09:44 NEW WORLD DEV<00017>&NWS HOLDINGS<00659>-J.Ann.&Resume(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. New World Development Company Limited (incorporated in Hong Kong with limited liability) (stock code: 0017) NWS Holdings Limited (incorporated in Bermuda with limited liability) (stock code: 0659) JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION Proposed disposal of 31.4% interest in and loans to Asia Container Terminals Holdings Limited and the entire issued share capital of Keen Sales Limited AND RESUMPTION OF TRADING The NWD Board and the NWSH Board are pleased to announce that on 4 February 2005, NWSH and its indirect wholly owned subsidiary, Sunmall, entered into the Sunmall Share Sale Agreement with the Purchaser pursuant to which (subject to certain conditions) Sunmall agreed to sell and the Purchaser agreed to buy 31.4% interest in ACTH and the Shareholder Loans for a total consideration of HK$1.9 billion. On the same day, NWSH and its indirect wholly owned subsidiary, Hetro, also entered into the Hetro Share Sale Agreement with the Purchaser pursuant to which (subject to certain conditions) Hetro agreed to sell and the Purchaser agreed to buy the entire issued share capital of KSL for a total consideration of HK$1.1 billion. KSL indirectly holds 33.34% in CSXWTHK which in turn holds 100% interest in CSXWT 8. CSXWTHK is currently the operator of CT3. Upon completion of the Hetro Share Sale Agreement, the Trust Deed will be entered into, among others, by Hetro, RCL and the Purchaser pursuant to which RCL will (among other things) hold the beneficial title and interest in and to the indirect 16.67% shareholding interest in ATL for the benefit of Hetro as if such interests have been retained in their entirety by Hetro such that Hetro will continue to be entitled to all of the economic benefits, rights, beneficial title, interests and be liable for all the obligations therein. The Purchaser is an independent third party not connected with the directors, chief executives or substantial shareholders of NWD or NWSH or their respective subsidiaries or any of their respective associates. The Disposals contemplated under the Sunmall Share Sale Agreement and the Hetro Share Sale Agreement will constitute a discloseable transaction for both NWD and NWSH under the Listing Rules. Each of NWD and NWSH will issue a circular containing details of the Disposals which will be dispatched to the shareholders of NWD and NWSH as soon as practicable. At the request of NWD and NWSH, trading in their respective shares and the Convertible Bonds was suspended from 9:30 a.m. and 9:31 a.m. respectively on 4 February 2005 pending release of this announcement. NWD and NWSH have respectively applied to the Stock Exchange for the resumption of trading of their shares and the Convertible Bonds with effect from 9:30 a.m. on 7 February 2005. Shareholders and potential investors should note that the Disposals, which are subject to a number of conditions precedent, may or may not be completed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of NWD and NWSH. SUNMALL SHARE SALE AGREEMENT Date : 4 February 2005 Parties Vendor : Sunmall Purchaser : the Purchaser Vendor's Guarantor : NWSH